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Cooperative

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Submitted By kim15
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By Laws
Unlike Articles of Incorporation, Bylaws do not need to filed with the state. However, Bylaws are an important document that lays out how the cooperative is to be governed. The governing body (whether it consists of an elected Board of Directors or all members of a collective[1]) must abide the Bylaws.

Typically, a cooperative’s Bylaws can only be changed by a democratic vote (or in some cases, consensus [2]) of the membership. For this reason, cooperatives usually limit their Bylaws to fundamental governance-level issues. More specific operational procedures may be documented in policy manuals or handbooks, which can be changed as needed by Directors, (co-)managers, committee members, staff, or other bodies using approved decision-making processes.

Bylaws are organized into sections, and most sections are broken up into subsections. In this document, only the lengthier sections are broken up into subsections for ease of reading. However, shorter sections can benefit from being broken down as well. Bylaws can be easily referenced when numbers or letters are assigned to sections and subsections.
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Cooperative Bylaws should include:

I. Mission, purpose, and legal structure

This section often includes the cooperative’s mission statement, vision statement, or stated purpose.[3] This is also a good place to restate the information outlined in the Articles of Incorporation. The Bylaws should agree with the Articles, but you may wish to include this useful phrase:

“The articles of incorporation are hereby made a part of these bylaws. In case of any inconsistency between the articles of incorporation and these bylaws, the provisions of the articles of incorporation are controlling.”[4]

II. Membership

This section should describe each membership class (if more than one). For each membership class, outline who is eligible for membership, the requirements for membership, voting rights. Specify rules for suspension or termination of membership, including guidelines for returning member investments. Note that membership shares are often non-transferrable.[5][2]

In worker cooperatives, this section or an alternative section may also outline guidelines relating to additional rights and responsibilities of workers. Such guidelines may address working conditions, the pay scale or pay differential, and more.[5]

III. Membership Meetings

This section should address the details of annual (or periodic) general membership meetings. Such details may include:

a) How often are regular membership meetings held? How is the agenda compiled? How is the time and location of the meeting announced?

b) How are special membership meetings called? How are special meetings announced?

c) What decision-making process is used? Consensus? Modified consensus? Majority vote? What percentage of participants must vote in favor in order to approve a decision? Do stand-asides affect the outcome? Possible “majority” thresholds include 50% plus 1, 66%, 75%, and occasionally greater percentages.

d) What number or percentage of members is needed for quorum?[4]
IV. Board of Directors:

Note: in some smaller cooperatives (especially collectives), the entire membership constitutes the governing body, or the Board.[2] If this is the case, members may still find it useful to distinguish governance-level decisions from operational decisions.[1]

The “Board Directors” section should answer these questions:

a) What is the minimum or maximum number of Board Directors? It may be useful to specify a range in the Bylaws, so the Board can grow if needed. Cooperatives often try to have an odd number of directors. Do you want the Board to reflect certain constituents? Many consumer-owned cooperatives strive to fill a certain number of seats with staff members.

b) How are Board Directors elected? How long are Board terms? Many cooperatives try to stagger terms, so that only about half of the Board seats are up for re-election at a time. This helps to ensure organizational stability and preserve institutional memory.

c) How are vacancies filled? Some cooperatives allow the Board Directors to fill vacant seats, while others require a special vote of the membership.[5] [6] Others offer vacant seats to runners-up from recent elections.

d) Under what circumstances can Directors be removed? What is the process for removing Directors? In cases of serious misconduct or negligence, suspension or removal may be automatic. In other cases, there may need to be a mechanism for empowering members to recall Directors or Board Decisions.

e) Will Directors be paid for serving on the Board? If so, how much? Different states have different statutes.

f) Do you wish to prohibit Board Directors from voting if they have a conflict of interest (such as compensation of officers)? Here is a useful phrase:

“It shall be the duty of all board directors to make prompt and full disclosure to the board of any personal, professional, or financial conflict of interest in a matter under discussion. When a conflict of interest is disclosed, the board member must not participate in the discussion or vote on the relevant issue.”[4] g) How often are Board Meetings held? How will the time and location be communicated to members? Under what circumstances can emergency Board meetings be called, and how will they be announced?

h) What are the general duties of Board Directors? What is their relationship to the management, staff, and members?

i) What is the role of the management? Typically (co-)managers oversee daily operations in compliance with general guidelines set by the Board, and report to the Board of Directors.

j) Will there be Board Committees? Should these be defined in the Bylaws? How are Board Committees formed? What are the limitations of Board Committees’ decision-making power?[6]

V. Board Officers

The Board may be required to designate a President / Chair, Secretary, Treasurer, and / or alternatives. Check your state’s requirements, and outline the duties of each officer in subsections. Also specify how officers are designated (elected directly by the membership or chosen by Board Directors) and how long their terms last.
VI. Finances

Be sure to cover the following (check your state’s statutes):

a) How are net proceeds (both margins and losses) apportioned?

b) How are proceeds distributed?

c) What are your policies for patronage refunds and reserves?

d) Check the IRS code for guidelines for equity records. Cover equity redemption for terminating members, deceased members, and unclaimed equity.

e) Consent to patronage distributions. Another useful phrase:

“Consent to patronage distributions” means that all members will report their co-op patronage refunds and retained capital equity to the IRS as earnings. Each year members will receive a 1099 form itemizing their patronage refunds earned in that year.”[4] It is helpful to state in the Bylaws and in your membership contract that individuals consent to comply with relevant tax laws upon becoming members.[1]

VII. Administration and Miscellaneous

This section can include a variety of topics (organized into subsections). Topics may include when the fiscal year begins, what meeting process is used (Robert’s Rules of Order, Butler’s Formal Consensus, or another system detailed in a separate text that can be referenced by members), use of a corporate seal or logo, indemnification and insurance coverage for Directors, financial reviews, options for advisory councils and committees, and more.[4] Separate sections can be created for these topics if desired.[5]

VIII. Amendment to the Bylaws

It is important to state the procedure for amending the Bylaws. How does a Board Director or member propose an amendment? How is an amendment approved? (This often requires a period or special general membership meeting and a vote of the membership. Some cooperatives require that members petition for a special meeting and / or Bylaws change in order to demonstrate that their proposal has some support.)

IX. Dissolution

What procedures should be followed if the cooperative goes out of business? If members or Board Directors are interested in dissolving the cooperative voluntarily? How will remaining assets be divided? This part should be consistent with your Articles of Incorporation.[4]

Treasurer’s affidavit of cooperative 1. RA 9520
ARTICLES OF COOPERATION 2. KNOW ALL MEN BY THESE PRESENTS:
We, the undersigned Filipino citizens, of legal age and residents of the Philippines, have voluntarily agreed to organize a primary__________________ cooperative, under the laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY: 3. ARTICLEIName of the Cooperative
That the name of this Cooperative shall be _______________________________________________________________________________________________________. 4. ARTICLE IIPurpose/s
That the purpose/s for which this Cooperative is organized is/are:
To engage in:
________________________________________________________________________________________________________________________________________________________________________________________________________
5. ARTICLE IIIGoal
The goal of this cooperative is to help improve the quality of life of its members and in furtherance thereto shall aim:
1. To attain increased income, savings, investments, productivity, and purchasing power, and promote among themselves equitable distribution of net surplus through maximum utilization of economies of scale, cost-sharing and risk-sharing; 2. To provide optimum social and economic benefits to its members; 6. ARTICLE IIIGoal
The goal of this cooperative is to help improve the quality of life of its members and in furtherance thereto shall aim:
3. To teach members efficient ways of doing things in a cooperative manner; 4. To propagate cooperative practices and new ideas in business and management; 5. To allow the lower income and less privileged groups to increase their ownership in the wealth of the nation; 7. ARTICLE IIIGoal
6. To actively support the government, other cooperatives and people oriented organizations, both local and foreign, in promoting cooperatives as a practical means towards sustainable socio-economic development under a truly just and democratic society;
7. To institutionalize a dynamic savings mobilization and capital build-up schemes to sustain its developmental activities and long-term investments, thereby ensuring optimum economic benefits to the members, their families and the general public; 8. ARTICLE IIIGoal
8. To implement policy guidelines that will ensure transparency, equitable access to its resources and services, and promote the interests of the members; and
9. To adopt such other plans as may help foster the welfare of the members, their families and the community. 9. ARTICLE IVPowers and Capacities
The powers, rights and capacities of this cooperative are those prescribed under Article 9 of Republic Act 9520. 10. ARTICLE VTerm of Existence
The term for which this Cooperative shall exist is _________ ( ) years from the date of its registration with the Cooperative Development Authority. 11. ARTICLE VIArea and Business Operations
This Cooperative shall recruit its members within _______________________ andoperate business in ______________________.Its principal office shall be located at____________________________________________________________. 12. ARTICLE VIIName and Address of Cooperators
That the name and complete postal address of the cooperators are as follows: 13. ARTICLE VIIICommon Bond of Membership
That the common bond of membership of this Cooperative is ___________________________and, shall be open to all natural persons who are all Filipino citizen, of legal age, with the capacity to contract and possess all the qualifications and none of the disqualifications provided for in the By-laws. 14. ARTICLE IXBoard of Directors
That the number of Directors of this Cooperative shall be ________( ) and the name and address of the directors who are to serve until their successors shall have been elected and qualified as provided in the by-laws are: 15. ARTICLE XCapitalization
That the Authorized Share Capital of this Cooperative is ___________ PESOS (Php__________), divided into ___________________________ (__________) shares with a par value of ___________________________ (Php ______ ) per share. 16. ARTICLE XISubscribed and Paid-up Share Capital
That of the authorized share capital, the amount of ____________________________________(Php________) has been subscribed, and ____________________________________________ (Php________) of the total subscription has been paid by the following members-subscribers: 17. ARTICLE XISubscribed and Paid-up Share Capital 18. ARTICLE XISubscribed and Paid-up Share Capital
BE IT KNOWN THAT: __________________________ have been elected as Treasurer of this Cooperative to act as such until her/his successor shall have been duly appointed and qualified in accordance with the by-laws. As such Treasurer, he/she has been authorized to receive payments and issue receipts for membership fees, share capital subscriptions and other revenues, and to pay obligations for and in the name of this Cooperative.
IN WITNESS WHEREOF, we have hereunto signed our names this ________ day of _______ in _______________, Philippines. 19. ARTICLE XISubscribed and Paid-up Share Capital
NAME AND SIGNATURE OF COOPERATORS SIGNED IN THE PRESENCE OF:
Signature Over Printed Name Signature Over Printed Name 20. ACKNOWLEDGMENT
Republic of the Philippines )
Prov./City/Mun. of ___________________) S.S. Before me, a Notary Public for and in the Province/City/Municipality of ____________________________ on this ________ day of ______________________________ the following persons personally appeared with their Community Tax Certificates as indicated opposite their respective names: 21. ACKNOWLEDGMENT 22. ACKNOWLEDGMENT
All known to me to be the same persons who executed the foregoing Articles of Cooperation, and acknowledged to me that the same is their free will and voluntary deed. This instrument consists of ______ pages including this page where the acknowledgment is written. WITNESS my hand and seal this day and place first above mentioned. Notary Public
Doc. No. : ____________
Page No.: _____________
Book No.: _____________
Series of _____________ 23. TREASURER’S AFFIDAVIT
Republic of the Philippines )
Prov./City/Mun. _________________) S.S. x--------------------------------------------x I, __________________________________________ after having been duly sworn to in accordance with law, do hereby depose and say: 1. That I am the duly elected Treasurer of the ___________________________________________________________________________ to act as such until my successor shall have been appointed and qualified in accordance with the By-laws of the Cooperative; 2. That as such, I hereby certify that the authorized share capital of this cooperative is ___________________________________________ (Php _______ ) 24. TREASURER’S AFFIDAVIT
3. That the subscribed share capital of the cooperative is __________________________________________________________ (Php_______) which is at least twenty five (25%) percent of the authorized capital ; 4. That the paid-up share capital of the cooperative is ________________________________________________________ (Php_______) which is at least twenty five (25%) percent of the subscribed capital; and
5. That the total membership fees paid is _______________________________________________________ (Php _______________). 25. TREASURER’S AFFIDAVIT
That I have actually received the total paid-up share capital and membership fee.
IN WITNESS WHEREOF, I have hereunto affixed my signature this ___________ day of ______________, in ________________, Philippines.
Encoded by rhea 26. TREASURER’S AFFIDAVIT
__________________
Affiant SUBSCRIBED AND SWORN TO before me this
___________ day of ______________, in ________________, Philippines, by _______________________ who exhibited to me his/her Community Tax Certificate No. ___________ issued on ___________________, in ______________________, Philippines.
Notary Public
Doc. No. ________
Page No. ________
Book No. ________
Series of ________

Articles of cooperation of cooperative
Articles of Cooperation of Government of Laoag Employees Development Cooperative (GLEDCO)
Know all men by these presents:
We, the undersigned, Filipino citizens, all of legal age and residents of the Philippines, have on this day voluntarily agreed to form a primary Development Cooperative, under the laws of the Republic of the Philippines.
And we hereby certify:
Article I Name of the Cooperative
That the name of this cooperative shall be GOVERNMENT OF LAOAG EMPLOYEES DEVELOPMENT COOPERATIVE (GLEDCO).
Article II Objectives
That the objectives for which this Cooperative is formed are:
Primary
To create funds in order to grant loans for productive and providential purposes to all members (regular and associate) and non-members who are employees of the City Government of Laoag.
Secondary
In addition to the objectives and purposes provided for under Republic Act No. 6938, which are hereby made an integral part of this Articles of Cooperation, this Cooperative adopts the following secondary objectives: 1. To actively support the government and other concerned organizations, both local and foreign, in promoting cooperatives as a practical means towards sustainable socio-economic development under a truly and just democratic society; 2. To develop the knowledge of the members on the principles and practices of cooperatives to enable them to actively and competently participate in managing the affairs of the Cooperative; 3. To institutionalize a dynamic savings mobilization and capital build-up schemes to sustain its developmental activities and long term investments, thereby ensuring optimum economic benefits to the members, their families and the general public; 4. To implement policy guidelines that will ensure the transparency, equitable access to its resources and services, and promote the interest of the members; and 5. To adopt such other plans as may help foster the welfare of the members, their families and the community.
Article III Powers and Practices
In the furtherance of and not in limitation to the powers and capacities conferred by Republic Act No. 6938, this Cooperative shall have the following juridical powers and capacities: 1. To draw, make, accept, endorse, guarantee, execute and issue promissory notes, bills of exchange, debentures, bonds, drafts, warrants, certificates and all other kinds of obligations and instruments in connection with its lawful business operation; 2. To contract indebtedness and/or enter into joint ventures with local or foreign entities in order to achieve its goals and economic plans and programs; 3. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and otherwise deal with such real and personal property as the transaction of its lawful affairs may reasonably and necessarily require, subject to the limitations prescribed by law and the Constitution of the Philippines; 4. To exercise such other powers as may be essential and necessary to carry out its objectives in accordance with law.
Article IV Area of Operation
That this cooperative shall operate within the City Government of Laoag and its principal office shall be located at the Brgy. # 10 San Jose, City Hall, 2900 Laoag City.
(The area of operation is defined as the place where the cooperative can recruit its members. It may either be a Barangay, inter-barangay, municipal, inter-municipal, city, inter-city, provincial, inter-provincial, regional, inter-regional, or national.)
Article V Term of Existence
That the term for which this cooperative shall exist is fifty (50) years from the date of its registration with the Cooperative Development Authority. (The term is 50 years.)
Article VI Common Bond of Membership
That the common bond of membership of this Cooperative is institutional (official / employees of the City Government of Laoag) and shall be open to all natural persons who are Filipino citizens, of legal age, with the capacity to contract and possess all the qualifications and none of the disqualifications provided for in the By-laws:
Notes:
1. The common bond of membership is defined as the pre-existing conditions that motivate persons to associate together for the achievement of their common objectives and goals; 2. Common bond of membership may either be: 1. Residential - Which means the members are residing and/or working within the Cooperative’s area of operation. 2. Institutional - Which means the members are employees of a certain company, public or private. 3. Occupational/Professional - Which means the members belong to a certain association, organization, religious or civic groups whether formal or informal. 3. If the common bond of membership includes all categories, use Residential.
Article VII Name, Nationality and Address of Cooperators That the name, nationality and address of the Cooperators are as follows: | | Name | Nationality | Postal Address | 1 | Lilian R. Abijero | Filipino | City Mayor’s Office, City Hall, 2900 Laoag City | 2 | Fred C. Agpaoa | Filipino | City Engineer’s Office, 2900 Laoag City | 3 | Nelson P. Aquino | Filipino | City Budget Office, City Hall, 2900 Laoag City | 4 | Eliezer P. Asuncion | Filipino | City Hospital, 2900 Laoag City | 5 | Enrico A. Aurelio | Filipino | Sanggunian Panlungsod Office, 2900 LC | 6 | Julia J. Bumanglag | Filipino | City Mayor’s Office, City Hall, 2900 Laoag City | 7 | Arturo M. Cabello | Filipino | City Veterinarian’s Office, 2900 Laoag City | 8 | Ma. Luisa F. Castro | Filipino | City Planning & Dev’t. Office, City Hall, 2900 LC | 9 | Aurora M. Corpuz | Filipino | City Social Welfare Office, 2900 Laoag City | 10 | Ruben J. Domingo | Filipino | City Assessor’s Office, City Hall, 2900 Laoag City | 11 | Asuncion C. Fariñas | Filipino | City Mayor’s Office, City Hall, 2900 Laoag City | 12 | Laurel M. Mariano | Filipino | City General Services Office, City Hall, 2900 LC | 13 | Renato R. Mateo | Filipino | City Health Office, 2900 Laoag City | 14 | . Edgar R. Pascual | Filipino | Office of the City Accountant, City Hall, 2900 LC | 15 | Gloria F. Peralta | Filipino | Office of the City Administrator, City Hall, 2900 LC | 16 | Erlinda R. Ragasa | Filipino | City Treasurer’s Office, City Hall, 2900 Laoag City | 17 | Oscar R. Recta | Filipino | City Agriculture Office, 2900 Laoag City | 18 | Ulderito D. Root | Filipino | City Engineer’s Office, 2900 Laoag City | 19 | Felicitas D. Santiago | Filipino | City Population Commission, 2900 Laoag City | 20 | Edmundo H. Tamayo | Filipino | City Civil Registry Office, City Hall, 2900 LC |
Article VIII Board of Directors
That the number of directors of this Cooperative shall be seven (7) and the name, citizenship and the residence of the founding directors who are to serve until their successors shall have been elected and qualified as provided in the by-laws are: | Name | Citizenship | Residence | 1 | Enrico A. Aurelio | Filipino | Laoag City | 2 | Lilian R. Abijero | Filipino | Laoag City | 3 | Erlinda R. Ragasa | Filipino | Vigan City | 4 | Oscar R. Recta | Filipino | Laoag City | 5 | Ruben J. Domingo | Filipino | Laoag City | 6 | Fred C. Agpaoa | Filipino | Laoag City | 7 | Diomedes B. Gayban | Filipino | Laoag City |
Article IX Capitalization
That the authorized share capital of this Cooperative is Two Million Pesos (P2,000,000.00) Philippine currency, divided into four thousand (4,000) shares, with a par value of P500 per share:
Article X Subscribed and Paid-up Share Capital
That at least twenty five percent (25%) of the authorized share capital has been subscribed and at least twenty five percent (25%) of the total subscription has been paid by the following members-subscribers: (The minimum total paid-up common share is P125,000.00).
Be it known that:
Mrs. Nora M. Questin has been appointed as Treasurer of this Cooperative to act as such until her successor shall have been duly elected/appointed and qualified in accordance with the by-laws. As such Treasurer, she has been authorized to receive payments and issue receipts for membership fees, share capital subscription and other revenues for and in the name of this Cooperative.
IN WITNESS WHEREOF, we have hereunto signed our names this 29th day of November 2001 in Laoag City, Philippines.
Names and signature of cooperators 1. Lilian R. Abijero 2. Asuncion C. Fariñas 3. Fred C. Agpaoa 4. Laurel M. Mariano 5. Nelson P. Aquino 6. Renato R. Mateo 7. Eliezer P. Asuncion 8. Edgar R. Pascual 9. Enrico A. Aurelio 10. Gloria F. Peralta 11. Julia J. Bumanglag 12. Erlinda R. Ragasa 13. Arturo M. Cabello 14. Oscar R. Recta 15. Ma. Luisa F. Castro 16. Ulderito D. Root 17. Aurora M. Corpuz 18. Felicitas D. Santiago 19. Ruben J. Domingo 20. Edmundo H. Tamayo

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